Effectiveness of Scheme of Amalgamation

Tata Steel Limited

15 January 2024

 

January 15, 2024

London Stock Exchange

London

Dear Madam, Sirs,

Sub: 'Effective Date' of the Scheme of Amalgamation amongst Tata Steel Limited
and The Tinplate Company of India Limited and their respective shareholders

This is further to our disclosures dated October 20, 2023, November 1, 2023, January 1, 2024 and January 8, 2024, in connection with the Scheme of Amalgamation amongst Tata Steel Limited ('the Company') and The Tinplate Company of India Limited ('TCIL') and their respective shareholders ('Scheme of Amalgamation'), as approved and sanctioned by the Hon'ble National Company Law Tribunal, Mumbai Bench (having jurisdiction over the Company) vide its Order dated October 20, 2023 ('NCLT Mumbai Order') as well as the Hon'ble National Company Law Tribunal, Kolkata Bench (having jurisdiction over TCIL) vide its Order dated January 1, 2024 ('NCLT Kolkata Order').

We wish to inform you that, after fulfilling all the conditions specified in Clause 9.1(h) (Definition of Effective Date) read with Clause 22 (Scheme conditional upon) of the Scheme of Amalgamation, the Company and TCIL have today, i.e., January 15, 2024, filed the certified copy of the NCLT Mumbai Order and NCLT Kolkata Order respectively, with the Ministry of Corporate Affairs, Government of India. The filing has been made in compliance with Section 232(5) of the Companies Act, 2013 read with Rule 25(7) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Accordingly, in terms of Clause 8 (Effectiveness of the Scheme) read with Clause 9.1(h) (Definition of Effective Date) of the Scheme of Amalgamation, the Scheme of Amalgamation has become operative on and from today i.e., January 15, 2024 ('Effective Date').

In terms of the Scheme of Amalgamation, TCIL stands amalgamated into and with the Company and dissolved without being wound up, on and from the Effective Date.

Further in terms of the Scheme of Amalgamation, the Memorandum of Association of the Company stands amended to the extent given below:

a.   The applicable main objects in the Memorandum of Association of TCIL shall be added to the matters which are necessary for furtherance of the objects of the Memorandum of Association of the Company, to the extent such objects are not already covered in the existing Memorandum of Association of the Company.

b.   The authorized share capital of ₹426.50 crore of TCIL stands merged with the authorized share capital of the Company. Consequently, the authorized share capital of the Company will be ₹31,741.50 crore.

This disclosure is being made in terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

This is for your information and record.

 

END